Filing Details
- Accession Number:
- 0001209191-18-030315
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-05-15 18:28:54
- Reporting Period:
- 2018-05-11
- Accepted Time:
- 2018-05-15 18:28:54
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1460329 | Fluent Inc. | FLNT | Services-Advertising (7310) | 770688094 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1660879 | Matthew Conlin | C/O Fluent, Inc. 33 Whitehall Street, 15Th Floor New York NY 10004 | President | Yes | Yes | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2018-05-11 | 5,400 | $2.48 | 4,443,380 | No | 4 | P | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Direct |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Common Stock | 50,000 | Direct | |
Common Stock | 550,000 | Direct | |
Common Stock | 2,000,000 | Indirect | Held by RSMC Partners, LLC of which the Reporting Person is a member. |
Common Stock | 1,077,040 | Indirect | Held by GRAT in which reporting person is Sole Trustee |
Common Stock | 20,000 | Indirect | Held by Conlin Family Foundation Trust in which the Reporting Person serves as co-trustee |
Footnotes
- Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $2.55; the lowest price at which a purchase was made is $2.40.
- On April 13, 2017, the Reporting Person received a grant of 50,000 RSUs, convertible into common stock of the Issuer on a one-for-one basis. The RSUs vest in three approximately equal installments on February 1, 2018, 2019 and 2020, subject to accelerated vesting under certain conditions.
- The Reporting Person has elected to defer delivery of any vested RSUs until the reporting person's separation of service from the Company or death or disability.
- On December 8, 2015, the Reporting Person received a grant, subject to stockholder approval, of 550,000 RSUs, convertible into common stock of the Issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The RSUs are subject to vesting over a three-year period of 30% on January 1, 2017, 30% on January 1, 2018 and 40% on January 1, 2019 (the "Time Conditions") provided, however, that no tranche of RSUs will vest until it is determined that Cogint, Inc. has exceeded certain revenue targets and achieved positive EBITDA in any one fiscal year during the vesting period (the "Performance Conditions"). Cogint, Inc. determined the Performance Conditions were met effective March 14, 2017. Any subsequent tranches will vest in accordance with the Time Condition
- The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.
- Held by RSMC Partners, LLC of which the Reporting Person is a member.
- Held by GRAT in which reporting person is Sole Trustee
- Held by Conlin Family Foundation Trust in which the Reporting Person serves as co-trustee